ConnectOne Bancorp (NASDAQ: CNOB) details CRO change and separation terms
Rhea-AI Filing Summary
ConnectOne Bancorp, Inc. reported that Chief Risk Officer Michael O’Malley will leave the company effective December 31, 2025 under a Separation and Release Agreement. He will remain in his role through that date and be eligible for any 2025 cash incentive awarded under the Executive Incentive Plan, and certain existing equity awards will continue to vest until their next vesting date in March 2026.
His departure will be treated as a termination without cause under his employment agreement, providing a severance payment of $389,813 and continuation of certain insurance benefits for 12 months, while post-employment covenants on competition, non-solicitation, and confidentiality remain in effect. The company appointed Mark Pappas, its Chief Internal Auditor for the past three years with over 30 years of risk and audit experience, as the new Chief Risk Officer; he will no longer serve as Chief Internal Auditor.
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Insights
ConnectOne refreshes its risk leadership, with severance and an internal successor.
ConnectOne Bancorp is transitioning Chief Risk Officer duties from Michael O’Malley to long-time risk and audit professional Mark Pappas. O’Malley’s exit is structured as a termination without cause, with a defined severance of
Pappas has been Chief Internal Auditor for three years and previously served as Chief Risk Officer at a multi-billion dollar New York metropolitan area bank, which suggests continuity in risk expertise. The change centralizes risk oversight in a leader deeply familiar with the bank’s controls framework, while reallocating him from internal audit, so future disclosures may clarify how audit responsibilities are reassigned.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers; Compensatory Arrangements Of Certain Officers
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Mr. O’Malley will continue to serve as Chief Risk Officer until the Separation Date and will be entitled to receive such 2025 cash incentive as he is awarded by the Company’s Compensation Committee pursuant to the terms of the Company’s Executive Incentive Plan;
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Certain equity awards outstanding as of the Separation Date, as specified in the Agreement, will continue to vest until their next vesting date, in March of 2026;
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Mr. O’Malley’s departure will be treated as a “termination without cause” under the terms of that certain Employment Agreement dated November 30, 2020 between Mr. O’Malley, the Company and ConnectOne Bank (the “Employment Agreement”), entitling Mr. O’Malley to a severance payment equal to $389,813 and continuation of certain insurance benefits for a period of twelve (12) months; and
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Effective as of the Separation Date, the Employment Agreement is terminated (except with respect to certain provisions set forth therein with respect to competition, non-solicitation and confidentiality, which shall survive).
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Separation and Release Agreement by and between ConnectOne Bancorp, Inc., ConnectOne Bank and Michael O’Malley dated December 11, 2025.
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CONNECTONE BANCORP, INC.
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Dated: December 12, 2025
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By:
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/s/ William S. Burns
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WILLIAM S. BURNS
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Senior Executive Vice President and Chief Financial Officer
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FAQ
What executive change did ConnectOne Bancorp (CNOB) disclose?
ConnectOne Bancorp disclosed that Chief Risk Officer Michael O’Malley will separate from the company effective December 31, 2025 under a Separation and Release Agreement.
What are the key financial terms of Michael O’Malley’s separation from CNOB?
Michael O’Malley’s departure is treated as a termination without cause, entitling him to a $389,813 severance payment and continuation of certain insurance benefits for 12 months, along with eligibility for any 2025 cash incentive awarded.
How will Michael O’Malley’s equity awards be treated after his departure from CNOB?
Certain equity awards that are outstanding as of the Separation Date, as specified in the Agreement, will continue to vest until their next vesting date in March 2026.
What happens to Michael O’Malley’s employment agreement with ConnectOne Bancorp?
Effective as of the Separation Date, Mr. O’Malley’s Employment Agreement is terminated, except that provisions on competition, non-solicitation, and confidentiality will continue to apply.
Who is replacing Michael O’Malley as Chief Risk Officer at ConnectOne Bancorp (CNOB)?
Mark Pappas, who has served as ConnectOne’s Chief Internal Auditor for the past three years and has over 30 years of risk and audit experience, has been appointed Chief Risk Officer. With this appointment, he will no longer serve as Chief Internal Auditor.
What experience does new CNOB Chief Risk Officer Mark Pappas bring to the role?
Mark Pappas brings over 30 years of risk and audit experience, including prior service as Chief Risk Officer of a multi-billion dollar asset New York metropolitan area bank, in addition to his three years as ConnectOne’s Chief Internal Auditor.
